The Members of
GUJARAT TERCE LABORATORIES LIMITED
Your Directors have pleasure in presenting the 32nd Director's Report ofyour Company together with the Audited Statement of Accounts and Auditors' Report for thefinancial year ended 31st March 2017.
The summary of operating results for the year and appropriation of divisible profits isgiven below:
| || ||(Rs. In Lakhs) |
|Particulars ||Current year ||Previous Year |
|Sales ||2528.78 ||2499.39 |
|Other Income ||44.19 ||18.80 |
|Total Income ||2572.98 ||2518.19 |
|Depreciation ||18.89 ||19.00 |
|Tax : || || |
|Current Tax ||30.82 ||49.01 |
|Deferred Tax ||1.39 ||(3.10) |
|Profit/(Loss) after Tax ||(30.05) ||(67.42) |
|Earnings per share (?) : || || |
|Basic ||0.00 ||0.00 |
|Diluted ||0.00 ||0.00 |
STATE OF COMPANY'S AFFAIRS
Net revenue from combined operations for the year ended 31st March 2017 was ' 2528.78representing a increase of 1.17% over the previous year.
An initiative of Government of India namely Jan-aushadi scheme made adverse effect onthe sales of the Company. The sale of the Company is also affected by notification issuedby Ministry of Health and Family Affairs banning more than 300 fixed dose combinations.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
In view of the loss your Board of Directors has not proposed any amount to betransferred to General Reserve during the year under review.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
No company has become or ceased to be Subsidiary Company Joint Venture Company orAssociate Company during the year.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company.
MEETINGS OF THE BOARD OF DIRECTORS
Information is provided under clause 2(B) of the Corporate Governance.
As provided under Regulation 15(2) of the SEBI (LODR) Regulations 2015 thecompliance with Corporate Governance as specified in Regulation 17 to 27 46(2)(b) to (i)& para c d & e of Schedule V are not applicable to the Company as paid up sharecapital doesn't exceed ' 10 Crore.
The Company has decided to maintain and adhere to the Corporate Governance requirementsset out by SEBI voluntarily. The Report on Corporate Governance along with requisiteCertificate from M/s. Pinakin Shah & Co. Practicing Company Secretary Ahmedabad isannexed to this Report.
In view of loss the Board of Directors have not recommended any dividend for thefinancial year 2016-17.
Your company has not accepted any fixed deposits during the year under review.
There is an adequate risk management infrastructure in place capable of addressingrisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks those have beenidentified and assessed.
DIRECTORS & KEY MANAGERIAL PERSON
Shri Amritbhai Prajapati Director retires by rotation and being eligible offershimself for reappointment. Pursuant to Regulation 17 of SEBI (LODR) Regulations 2015details of Directors retiring by rotation is provided under explanatory statement of theNotice of the ensuing Annual General Meeting. The Company has devised a Policy forperformance evaluation of Independent Directors Board Committees and other individualDirectors which include criteria for performance evaluation of the non-executive directorsand executive directors.
The existing tenure of Mr. Natwarbhai P Prajapati as Managing Director came to an endon January 10 2017. The Board of directors had on the recommendations of the Nominationand Remuneration Committee and subject to the approval of the members in the ensuing AGMre-appointed Mr. Natwarbhai P Prajapati as a Managing Director designated CEO w.e.f.January 11 2017 for a period of Five years upto January 10 2022 as per the termsspecified in the draft agreement to be placed before the ensuing AGM.
Necessary resolutions for the appointment/re-appointment of the aforesaid directors andtheir detailed profiles have been included in the notice convening the ensuing AGM anddetails of the proposal for appointment/reappointment are mentioned in the explanatorystatement of the notice.
During the year the Board of directors on the recommendations of the Nomination andRemuneration Committee (NRC) had appointed Mr. Viplav S Khamar as an Additional Directorw.e.f. June 27 2017 for a period of five years upto June 26 2022 subject to the approvalof the members in the ensuing AGM.
FORMAL ANNUAL EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance itsCommittees and Individual Directors pursuant to the requirements of the Act and theListing Regulations.
Further the Independent Directors at their exclusive meeting held on February 022017 during the year reviewed the performance of the Board its Chairman and Non-ExecutiveDirectors and other items as stipulated under the Listing Regulations.
At the 30th Annual General Meeting held on 26/09/2015 M/s USS &Associates Chartered Accountants Ahmedabad were appointed as the Statutory Auditors ofthe Company to hold office till the conclusion of 34th Annual General Meeting.In terms of the first proviso to Section 139 of the Companies Act 2013 the appointment ofthe Auditors shall be placed for ratification at every Annual General Meeting.Accordingly the appointment of M/s USS & Associates Chartered Accountants asstatutory auditors of the Company is placed for ratification by the shareholders. In thisregard The Company has received a certificate from the Auditors to the effect that ifthey are re-appointed it would be in accordance with the provisions of section 141 of theCompanies Act 2013.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Pinakin Shah & Co Practising Company Secretary to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewithmarked as Annexure 3 to this Report. The Secretarial Auditor has not made any adversecomments or given any qualification reservation or adverse remarks or disclaimer in theirAudit Report.
COMMITTEES OF THE BOARD
The Committees of the Board is provided under Clause 3 of the Corporate GovernanceReport.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
There were no loans guarantees or investments made by the Company under section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) of the Companies Act 2013 the
Board of Directors hereby confirms that
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures.
ii. It has in the selection of the accounting policies consulted the StatutoryAuditors and has applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2017 and of the profit or loss of the company for that period.
iii. It has taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities to the best ofits knowledge and ability.
iv. It has prepared the annual accounts on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingefficiently.
vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure 2 to thisReport.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure 1 tothis report.
All Inventories including Buildings Machinery etc. is adequately insured.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered during the financial year were in theordinary course of the business of the Company and were on arm's length basis. There wereno materially significant related party transactions entered with Promoters DirectorsKey Managerial Personnel or other persons which may have a potential conflict with theinterest of the Company. All Related Party Transactions are placed before the AuditCommittee for approval. The policy on materiality of Related Party Transactions and alsoon dealing with Related Party Transactions as approved by the Audit Committee and theBoard of Directors is uploaded on the website of the Company www.gujaratterce.com. Sinceall related party transactions entered into were in the ordinary course of business andwere on an arm's length basis form AOC-2 is not applicable to the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.
There was no familiarization program conducted by the Company during the year.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism/Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The Policy has a systematic mechanism fordirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct or policy.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board meetings and Annual General Meetings.
DISCLOSURE OF DEMONETIZATION NOTES:
Your company has disclosed the details of specified Bank notes held and transactedduring the period from 8th November 2016 to 30th December 2016 in the Balance sheet ason 31/03/2017. The disclosure has been made in Compliance of notification No. GSR 308 (E)dated 30/03/2017.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
A. Conservation of Energy
The Company has not made any investment and taken any specific measure to reduce energycost per unit. However it intends to conserve energy for future generation
B. Technology absorption
There is no research and development activity carried out by the Company.
FOREIGN EXCHANGE EARNINGS AND OUT GO
|Particulars ||Current Year ||Previous year |
|Earnings ||957087 ||2024989 |
|Outgo ||- ||- |
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The company has not issued equity shares with differential rights as to dividendvoting or otherwise.
SHARES IN SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding shares in the SuspenseAccount lying at the beginning of the year: NIL
Number of shareholders who approached issuer for transfer of shares fromSuspense Account during the year: Not Applicable
Number of shareholders to whom shares were transferred from Suspense Accountduring the year: Not Applicable
Aggregate number of shareholders and the outstanding shares in the SuspenseAccount lying at the end of the year: NIL
That the voting rights on these shares shall remain frozen till the rightfulowner of such shares claims the shares: Not Applicable
SHARES IN UNCLAIMED SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding shares lying in theUnclaimed Suspense Account lying at the beginning of the year: NIL
Number of shareholders who approached issuer for transfer of shares from theUnclaimed Suspense Account during the year: Not Applicable
Number of shareholders to whom shares were transferred from the UnclaimedSuspense Account during the year: Not Applicable
Aggregate number of shareholders and the outstanding shares lying in theUnclaimed Suspense Account lying at the end of the year: NIL
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS
No orders were passed by the regulators or courts or tribunals impacting the goingconcern status and company's operation in future.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the executives staff andworkers of the Company.
|Registered Office: ||By Order of the Board of Directors |
|122/2 Ravi Estate || |
|Bileshwarpura Chhatral || |
|Dist: Gandhinagar ||Natwarbhai Prajapati |
|Place : Ahmedabad ||Chairman & Managing Director |
|Date : 11/08/2017 ||DIN: 00031187 |